[D] Blue Gold Ltd SEC Filing

Rhea-AI Filing Summary

Blue Gold Ltd filed a Form D to notify a private securities offering under Rule 506(b). The offering size is $5,434,783, of which $3,804,348 has been sold and $1,630,435 remains available. The issuer, incorporated in the Cayman Islands in 2023, reports no revenues and indicates a minimum outside-investor subscription of $0. The filing lists one investor to date and states the offering is not connected to any business combination. Offered securities include equity, debt and options/warrants. No sales commissions, finders' fees, or payments to named officers/directors are reported.

Positive

• Major subscription completed: $3,804,348 of the $5,434,783 offering already sold, leaving $1,630,435 to raise
• Cost-efficient raise: No sales commissions or finders' fees reported, preserving gross proceeds
• No related-party payouts: Filing reports $0 to be used for payments to named officers, directors or promoters

Negative

• No revenues reported: Issuer indicates No Revenues, reflecting early-stage operations and execution risk
• Concentrated investor base: Only 1 investor reported to date, implying capitalization and governance concentration
• Offshore jurisdiction: Incorporated in the Cayman Islands, which may carry jurisdictional and investor due-diligence considerations

Insights

Securities Offering Analyst

TL;DR: A Cayman-incorporated start-up raised most of a $5.43M private placement under Rule 506(b), with no reported revenues and one investor.

The use of Rule 506(b) implies reliance on an exemption permitting accredited investor sales without general solicitation. The issuer reports $3.80M sold and $1.63M remaining, suggesting the offering is substantially subscribed. The combination of equity, debt and option securities provides flexibility in structuring investor economics but also increases complexity of cap table and claims on assets. Disclosure of zero revenues highlights early-stage status and potential execution risk.

Corporate Governance Specialist

TL;DR: Company governed by a small group of named officers/directors all at the same Cayman address; no related-party payments disclosed.

Named related persons include the CEO and several directors/promoters all at the issuer's principal Cayman address, which is consistent with a closely-held issuer. The filing states $0 of offering proceeds will be paid to executives, directors or promoters. Limited investor count (one) and no commission/finder fees reduce immediate dilution from intermediaries but also indicate a concentrated investor base, which may affect governance and future fundraising dynamics.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0002019435

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Blue Gold Ltd

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2023
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Blue Gold Ltd
Street Address 1		Street Address 2
94 SOLARIS AVENUE, CAMANA BAY
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
GRAND CAYMAN	CAYMAN ISLANDS	KY1-1108	+1 (345) 949 4123

3. Related Persons

Last Name	First Name	Middle Name
Cavaghan	Andrew
Street Address 1	Street Address 2
94 Solaris Avenue, Camana Bay
City	State/Province/Country	ZIP/PostalCode
Grand Cayman	CAYMAN ISLANDS	KY1-1108

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Werndle	Lorenz
Street Address 1	Street Address 2
94 Solaris Avenue, Camana Bay
City	State/Province/Country	ZIP/PostalCode
Grand Cayman	CAYMAN ISLANDS	KY1-1108

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Owiredu	Daniel
Street Address 1	Street Address 2
94 Solaris Avenue, Camana Bay
City	State/Province/Country	ZIP/PostalCode
Grand Cayman	CAYMAN ISLANDS	KY1-1108

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Edward	David
Street Address 1	Street Address 2
94 Solaris Avenue, Camana Bay
City	State/Province/Country	ZIP/PostalCode
Grand Cayman	CAYMAN ISLANDS	KY1-1108

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Newall	Phil
Street Address 1	Street Address 2
94 Solaris Avenue, Camana Bay
City	State/Province/Country	ZIP/PostalCode
Grand Cayman	CAYMAN ISLANDS	KY1-1108

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tan	Tao
Street Address 1	Street Address 2
94 Solaris Avenue, Camana Bay
City	State/Province/Country	ZIP/PostalCode
Grand Cayman	CAYMAN ISLANDS	KY1-1108

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Beaumont	Candice
Street Address 1	Street Address 2
94 Solaris Avenue, Camana Bay
City	State/Province/Country	ZIP/PostalCode
Grand Cayman	CAYMAN ISLANDS	KY1-1108

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
X	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
None	None
City	State/Province/Country	ZIP/Postal Code
None	Unknown	00000
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$5,434,783	USD	or Indefinite
Total Amount Sold	$3,804,348	USD
Total Remaining to be Sold	$1,630,435	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Blue Gold Ltd	/s/ Andrew Cavaghan	Andrew Cavaghan	Chief Executive Officer	2025-09-26

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount has Blue Gold Ltd (BGL) raised so far in this Form D offering?

The filing shows $3,804,348 sold of a total offering size of $5,434,783, leaving $1,630,435 remaining.

Under which exemption is Blue Gold Ltd conducting its offering?

Blue Gold Ltd claims the Regulation D Rule 506(b) exemption.

What types of securities are being offered by Blue Gold Ltd (BGL)?

The issuer lists equity, debt, and options/warrants as the types of securities offered.

Does the filing report any revenues or proceeds to executives?

The filing indicates No Revenues and reports $0 of offering proceeds to be used for payments to named executives, directors or promoters.

Where is Blue Gold Ltd incorporated and when was it formed?

Blue Gold Ltd is incorporated in the Cayman Islands and was formed in 2023.